Business_1902_008 HO Havemeyer to David Eccles

David Eccles, President. Thomas D. Dee, Vice-Prest. Henry H. Rolapp, Sec'y. James Pingree, Treas.
The Ogden Sugar Company. Ogden, Utah, June 6/02
Hiram H. Spencer, Joseph Clark, Fred J. Kiesel, John Scowcroft, Ephraim P. Ellison, Adam Patterson, Chas. W. Nibley.
Personal
H. 0. Haverneyer, Esq.
New York City. Dear Sir:
After consultation with some of my associates here at home. I hereby notify you that the proposition agreed upon between you and I in relation to the three sugar factories situate at Ogden, Utah, Logan, Utah and LaSranue Oregon, will be accepted; and I have been and still am busy securing one-half of the stock from each of the main stockholders of our present corporations with the understanding, however, that the consolidation will be carried out as previously understood, ""While I at first thought that the transfer from us to you had better Mill the consolidation, upon investigation and con¬sideration I have come to the conclusion that I might have some difficulty in getting some of the stockholders in the various organizations to agree to dispose of half of their stock at a reduction of l0% from a stock, which after its issuance will unquestionably have a par value upon the salt Lake market; but at present before such stockholders have an exact knowledge of the extent of our assetts I can accomplish the matter more easily and more satisfac¬torily. I have therefore proceeded upon this line, and will be able within a week to turn over to you one-half of all the issued stock of the present corporations for the sum mentioned between us, to-wit: one-half of $2,303,850.00 or $1,151,925.00. Of course in making this transfer it must be understood that your stock will vote in favor of the consolidation of these factories upon the terms provided for prior to my seeing you.That is to say, the total capital stock of the new consolidated company will be four million dollars,divided into 40,000 shares of the par value of one hundred dollars each;
David Eccles, President. Thomas D. Dee, Vice-Prest. Henry H. Rolapp, Sec'y. James Pingree, Treas.
The Ogden Sugar Company. Ogden, Utah, June 6/02
Hiram H. Spencer, Jeseph Clark, Fred J. Kiesel, John Scowcroft, Ephraim P. Ellison, Adam Patterson, Chas. W. Nibley.
Personal
2/3 of the stock to be preferred and 1/3 common, Under the agreement to incorporate and consolidate it is understood that there shall be issued to the various stockholders in the three factories aggregately $1,701,000.00 preferred and $850,500.00 common stock, making a total of $2,551,500.00;
leaving the remainder in the treasury. Of course the difference between the payment to be made by you, and the par value of the stock coming to you, occurs by reason of the reduction of the $247,650.00 from the figures original¬ly presented by me to you. It is of course also desirable that we should have the necessary money here prior to the transfer, so that we can issue to each of the present stockholders so much stock in the new corporation as half of his present holding would demand, and pay cash for the balance; and if you desire it, I can come to New York at once, but I must return before the date set for the consolidation, which is July 3rd, and can then deliver to you the stock and have the transfer all completed before the public shall have become advised of the change or the terms thereof.
Of course there are some other details relating to the incorporation,and transfer,concerning which I had not sufficient information at the time of our conversation to consult you upon, and I find that in the articles of incorporation, which were drawn while I was away, it is provided that the new corporation shall have eleven directors; the purpose of making the number so large being so that we might retain as directors some of the large stock¬holders and some of the wholesale grocers, who are heavy consumers of sugar, and who are at present associated with us as directors. Of course to you will be cheerfully accorded the privilege, if you so desire it, to designate as near as can be one-half of the directory to act as your representatives upon the board, and when so designated such persons will be promptly elected
3
and duly installed; or if you are not at present prepared to make such selec¬tions, we will at any time in the future arrange for resignations sufficient to enable your appointees to be elected. The articles also provide that the first board of directors shall serve until the first Monday in March 1907; this was done so as to insure to the people the same guarantee that was ac¬corded the Utah Sugar Company that home interests would not be affected. I have talked with my associates about the propriety of reducing the dividend on the preferred stock to 6% and inasmuch as the balance of the earnings will belong to the same stockholders anyhow, and accrue to them upon their common stock, we have adopted your suggestion in this matter, and consequently changed the draft of the articles accordingly. I have ordered prepared for your use a detailed statement of the assetts and liabilities of the three companies, which statement should show net assetts aggregating at least $500,000000 over and above all liabilities and exclusive of the factories and sites. If there are any other details or arrangements that you desire to suggest with reference to the transfer, which can be provided for before the final signatures to the consolidated articles, which takes place on July 3rd, I shall be very pleased to have them submitted and acted upon. Kindly acknowledge the receipt of this letter, confirming our understanding, and advise me in mediately whether you desire me to come east to consummate this matter. The beet crop is very promising at all at our factories, and we look for a very successful seasons run.
Yours Truly
David Eccles

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David Eccles, President. Thomas D. Dee, Vice-Prest. Henry H. Rolapp, Sec'y. James Pingree, Treas.
The Ogden Sugar Company. Ogden, Utah, June 6/02
Hiram H. Spencer, Joseph Clark, Fred J. Kiesel, John Scowcroft, Ephraim P. Ellison, Adam Patterson, Chas. W. Nibley.
Personal
H. 0. Haverneyer, Esq.
New York City. Dear Sir:
After consultation with some of my associates here at home. I hereby notify you that the proposition agreed upon between you and I in relation to the three sugar factories situate at Ogden, Utah, Logan, Utah and LaSranue Oregon, will be accepted; and I have been and still am busy securing one-half of the stock from each of the main stockholders of our present corporations with the understanding, however, that the consolidation will be carried out as previously understood, ""While I at first thought that the transfer from us to you had better Mill the consolidation, upon investigation and con¬sideration I have come to the conclusion that I might have some difficulty in getting some of the stockholders in the various organizations to agree to dispose of half of their stock at a reduction of l0% from a stock, which after its issuance will unquestionably have a par value upon the salt Lake market; but at present before such stockholders have an exact knowledge of the extent of our assetts I can accomplish the matter more easily and more satisfac¬torily. I have therefore proceeded upon this line, and will be able within a week to turn over to you one-half of all the issued stock of the present corporations for the sum mentioned between us, to-wit: one-half of $2,303,850.00 or $1,151,925.00. Of course in making this transfer it must be understood that your stock will vote in favor of the consolidation of these factories upon the terms provided for prior to my seeing you.That is to say, the total capital stock of the new consolidated company will be four million dollars,divided into 40,000 shares of the par value of one hundred dollars each;
David Eccles, President. Thomas D. Dee, Vice-Prest. Henry H. Rolapp, Sec'y. James Pingree, Treas.
The Ogden Sugar Company. Ogden, Utah, June 6/02
Hiram H. Spencer, Jeseph Clark, Fred J. Kiesel, John Scowcroft, Ephraim P. Ellison, Adam Patterson, Chas. W. Nibley.
Personal
2/3 of the stock to be preferred and 1/3 common, Under the agreement to incorporate and consolidate it is understood that there shall be issued to the various stockholders in the three factories aggregately $1,701,000.00 preferred and $850,500.00 common stock, making a total of $2,551,500.00;
leaving the remainder in the treasury. Of course the difference between the payment to be made by you, and the par value of the stock coming to you, occurs by reason of the reduction of the $247,650.00 from the figures original¬ly presented by me to you. It is of course also desirable that we should have the necessary money here prior to the transfer, so that we can issue to each of the present stockholders so much stock in the new corporation as half of his present holding would demand, and pay cash for the balance; and if you desire it, I can come to New York at once, but I must return before the date set for the consolidation, which is July 3rd, and can then deliver to you the stock and have the transfer all completed before the public shall have become advised of the change or the terms thereof.
Of course there are some other details relating to the incorporation,and transfer,concerning which I had not sufficient information at the time of our conversation to consult you upon, and I find that in the articles of incorporation, which were drawn while I was away, it is provided that the new corporation shall have eleven directors; the purpose of making the number so large being so that we might retain as directors some of the large stock¬holders and some of the wholesale grocers, who are heavy consumers of sugar, and who are at present associated with us as directors. Of course to you will be cheerfully accorded the privilege, if you so desire it, to designate as near as can be one-half of the directory to act as your representatives upon the board, and when so designated such persons will be promptly elected
3
and duly installed; or if you are not at present prepared to make such selec¬tions, we will at any time in the future arrange for resignations sufficient to enable your appointees to be elected. The articles also provide that the first board of directors shall serve until the first Monday in March 1907; this was done so as to insure to the people the same guarantee that was ac¬corded the Utah Sugar Company that home interests would not be affected. I have talked with my associates about the propriety of reducing the dividend on the preferred stock to 6% and inasmuch as the balance of the earnings will belong to the same stockholders anyhow, and accrue to them upon their common stock, we have adopted your suggestion in this matter, and consequently changed the draft of the articles accordingly. I have ordered prepared for your use a detailed statement of the assetts and liabilities of the three companies, which statement should show net assetts aggregating at least $500,000000 over and above all liabilities and exclusive of the factories and sites. If there are any other details or arrangements that you desire to suggest with reference to the transfer, which can be provided for before the final signatures to the consolidated articles, which takes place on July 3rd, I shall be very pleased to have them submitted and acted upon. Kindly acknowledge the receipt of this letter, confirming our understanding, and advise me in mediately whether you desire me to come east to consummate this matter. The beet crop is very promising at all at our factories, and we look for a very successful seasons run.
Yours Truly
David Eccles